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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 10-K/A
AMENDMENT NO. 1
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ___________ to ___________
Commission file number 0-4707
___________
BEVERLY BANCORPORATION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-4090152
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
16345 South Harlem Avenue, Suite 3E 60477
Tinley Park, Illinois (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (708) 614-5070
___________
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 6, 1998, computed by reference to the last reported
price at which the stock was sold on such date, was $105,632,000.
The number of shares outstanding of the registrant's common stock, par value
$.01 per share, as of March 6, 1998 was 5,502,445.
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PART III
NOTE: In order for the information provided herein to be consistent with the
information previously provided in the Annual Report on Form 10-K for 1997 of
Beverly Bancorporation, Inc. (the "Company"), none of the amounts set forth in
this Amendment to the Company's Annual Report on Form 10-K for 1997 have been
adjusted to reflect the 5% stock dividend paid by the Company on April 14, 1998.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The directors of the Company are as follows:
Anthony R. Pasquinelli
Age - 64 Director since - 1985
Mr. Pasquinelli has been Chairman of the Board of the Company since
November 1995. Mr. Pasquinelli has been Executive Vice President and Secretary
of Pasquinelli Construction Co., a Homewood, Illinois construction company,
since 1962. He currently serves on the board of directors of Beverly National
Bank and Beverly Trust Company, subsidiaries of the Company.
John D. Van Winkle
Age - 52 Director since - 1989
Mr. Van Winkle has been President and Chief Executive Officer of the
Company since August 1989, when he joined the Company. He currently serves on
the board of directors of Beverly National Bank and Beverly Trust Company.
Prior to joining the Company, from 1976, Mr. Van Winkle held various management
positions at a publicly-held community bank located in Chicago, Illinois.
William E. Brazley
Age - 54 Director since - 1996
Mr. Brazley has been the principal of William E. Brazley & Associates,
Ltd., an architecture firm, since 1978. He was a Director of Beverly Bank from
1987 to September 1996, when it merged with Beverly National Bank. He currently
serves on the board of directors of Beverly National Bank and Beverly Trust
Company.
David B. Colmar
Age - 52 Director since - 1996
Mr. Colmar has been a majority partner since 1991 of Coldwell Banker First
American, a real estate firm serving Chicago southland, northwest Indiana and
southwest Michigan, and currently serves as President
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of Coldwell Banker First American. He was a Director of Beverly Bank
Matteson from 1992 to September 1996, when it merged with Beverly National
Bank. He currently serves on the board of directors of Beverly National Bank
and Beverly Trust Company.
Christopher M. Cronin
Age - 49 Director since - 1995
Mr. Cronin has been President of Knickerbocker Roofing and Paving Co., a
Harvey, Illinois roofing and paving company, since 1986. Mr. Cronin was a
Director of Beverly Bank from 1985 to September 1996, when it merged with
Beverly National Bank, and he was a Director of the Company from 1986 to 1990.
He currently serves on the board of directors of Beverly National Bank and
Beverly Trust Company.
Richard I. Polanek
Age - 66 Director since - 1989
Mr. Polanek is presently retired. From 1989 to 1993, Mr. Polanek was Vice
President, Finance, and Chief Financial Officer of Interlake Corporation, a
metals and materials handling company, which he served in various capacities for
30 years. He currently serves on the board of directors of Beverly National
Bank and Beverly Trust Company and also serves as Chairman of the Audit
Committee.
William C. Waddell
Age - 55 Director since - 1989
Mr. Waddell has been First Vice President of Smith Barney Inc., an
investment banking firm, and predecessor firms since 1989, and he currently
serves on the board of directors of Beverly Trust Company.
The directors of the Company are elected annually at the annual meeting of
stockholders and hold office until the next annual meeting of stockholders and
until their successors are duly elected and qualified.
For information regarding the executive officers of the Company, reference
is made to the section entitled "Executive Officers of the Company" in Part I,
Item 1 of the Company's Annual Report on
Form 10-K for 1997.
ITEM 11. EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION TABLE
The following table sets forth certain information regarding the
compensation paid or accrued by the Company to or for the account of the Chief
Executive Officer and each of the other executive officers of the
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Company whose compensation for 1997 exceeded $100,000 for services rendered
in all capacities during each of the Company's fiscal years ended December
31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
-------------------- ------------
Securities All Other
Underlying Compensation
Name and Principal Position Year Salary($) Bonus($) Options(#)(1) ($)(2)
- --------------------------- ---- --------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
Anthony R. Pasquinelli, 1997 $122,200 - 5,000 -
Chairman of the Board 1996 148,736 - - -
1995 84,981 - - -
John D. Van Winkle, 1997 175,000 $110,000 5,000 $8,839
President and Chief 1996 175,000 150,000 - 8,388
Executive Officer 1995 175,000 150,000 - 7,370
Charles E. Ofenloch, 1997 170,000 90,000 5,000 8,701
Executive Vice President, 1996 150,000 85,000 - 8,156
Manager of Commercial Sales 1995 150,000 85,000 - 7,175
Ronald F. Stajkowski, 1997 100,000 57,000 5,000 7,632
Executive Vice President 1996 90,000 50,000 - 7,057
1995 90,000 45,000 - 6,177
</TABLE>
______________
(1) Number of shares of Common Stock subject to options granted under the
Company's stock option plans.
(2) Consists of matching contributions made by the Company pursuant to the
Company's Employees Retirement and Savings Plan and life insurance premiums
paid by the Company on behalf of each executive officer. For 1997, life
insurance premiums in the following amounts were paid by the Company: Mr.
Van Winkle, $889; Mr. Ofenloch, $889; and Mr. Stajkowski, $632.
EMPLOYEE STOCK OPTIONS
OPTION GRANTS. The following table sets forth certain information
regarding options to purchase shares of Common Stock granted as incentive
compensation to the executive officers of the Company named in the Executive
Compensation Table during the Company's 1997 fiscal year:
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<TABLE>
<CAPTION>
Individual Grants
- ---------------------------------------------------------------------------------------------
Number of
Securities % of Total
Underlying Options Granted
Options Granted to Employees in Exercise Price Grant Date Present
Name (#) Fiscal Year ($/Sh)(3) Expiration Date Value ($)
- ---- --------------- --------------- -------------- --------------- ------------------
<S> <C> <C> <C> <C> <C>
Anthony R. Pasquinelli 5,000(1) 2.89% $23.50 October 29, 2007 $63,450(4)
John D. Van Winkle 5,000(2) 2.89 23.50 October 29, 2007 58,400(5)
Charles E. Ofenloch 5,000(2) 2.89 23.50 October 29, 2007 58,400(5)
Ronald F. Stajkowski 5,000(2) 2.89 23.50 October 29, 2007 58,400(5)
</TABLE>
(1) All options were granted on October 29, 1997 under the Company's stock
option plans. 20% of each option grant vests on the first through
fifth anniversaries of the date of grant, whereupon all of the options
granted are vested and exercisable. These options fully vest upon a
change in control of the Company.
(2) All options were granted on October 29, 1997 under the Company's stock
option plans. 10% of each option grant vests on the first and second
anniversaries of the date of grant, an additional 20% of each option
grant vests on the third anniversary of the date of grant and an
additional 30% of each option grant vests on the fourth and fifth
anniversaries of the date of grant, whereupon all of the options
granted are vested and exercisable. These options fully vest upon a
change in control of the Company.
(3) The option exercise price is equal to the fair market value per share
of Common Stock on the date of grant.
(4) Calculated pursuant to the Black-Scholes option pricing model.
Assumes expected volatility of .46, risk-free rate of return of
6.03%, dividend yield of $.27 per share, time of exercise of 9.75
years and no risk of forfeiture.
(5) Calculated pursuant to the Black-Scholes option pricing model.
Assumes expected volatility of .46, risk-free rate of return of
6.00%, dividend yield of $.27 per share, time of exercise of 7.5 years
and no risk of forfeiture.
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OPTION EXERCISES. The following table sets forth certain information
regarding options to purchase shares of Common Stock exercised during the
Company's 1997 fiscal year and the number and value of unexercised options to
purchase shares of Common Stock held at the end of the Company's 1997 fiscal
year by the executive officers of the Company named in the Executive
Compensation Table:
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at Fiscal at Fiscal
Year End (#) Year End ($)(2)
Number of ---------------------- ---------------------
Shares Acquired Exercisable/ Exercisable/
Name on Exercise (#) Value Realized ($)(1) Unexercisable Unexercisable
- ---- --------------- --------------------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
Anthony R. Pasquinelli - - 10,419/11,945 $157,358/$104,906
John D. Van Winkle - - 26,047/22,364 393,396/262,264
Charles E. Ofenloch 5,000 $55,450 15,687/18,792 236,934/208,301
Ronald F. Stajkowski - - 13,892/14,261 209,811/139,874
</TABLE>
(1) Value realized is equal to the difference between the fair market
value per share of Common Stock on the date of exercise and the option
exercise price per share multiplied by the number of shares acquired
upon exercise of an option.
(2) Value of unexercised in-the-money options is equal to the difference
between the fair market value per share of Common Stock at December
31, 1997 and the option exercise price per share multiplied by the
number of shares subject to options.
DIRECTORS' COMPENSATION
Directors who are employees of the Company do not receive any compensation
for serving as directors of the Company. All non-employee directors receive an
annual retainer of $18,000, plus an attendance fee for each non-employee
director of $1,350 per regular meeting and $500 per special or committee
meeting. The Chairman of the Board receives an annual retainer of $84,000. On
October 29, 1997, the non-employee directors were each granted an option to
purchase 5,000 shares of Common Stock of the Company at an exercise price equal
to $23.50 per share. Such options become exercisable on October 29, 1998 and
expire on October 29, 2007. 20% of each option grant vests on the first through
fifth anniversaries of the date of grant, whereupon all of the options granted
are vested and exercisable.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors maintains a Compensation Committee, which is
presently composed of Messrs. Colmar (Chairman), Pasquinelli and Polanek.
Mr. Pasquinelli is Chairman of the Board of the Company. None of the other
members of the Compensation Committee is presently or was formerly an officer
or employee of the Company or any of its subsidiaries.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table shows with respect to each person who is known to be
the beneficial owner of more than 5% of the Common Stock of the Company, each
director of the Company, the executive officers of the Company named in the
Executive Compensation Table, and all directors and executive officers as a
group, eleven in number: (i) the total number of shares of Common Stock
beneficially owned as of March 6, 1998; and (ii) the percent of the Common
Stock so owned as of that date:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME OF BENEFICIAL OWNER BENEFICIAL COMMON STOCK
OWNERSHIP(1)
------------------------ -------------------- ------------
<S> <C> <C>
Anthony R. Pasquinelli(2)(10) 364,111 6.6%
Bruno A. Pasquinelli(3) 343,019 6.2
John D. Van Winkle(4)(10)(11) 150,210 2.7
William E. Brazley(10) 8,256 *
David B. Colmar(5)(10) 23,045 *
Christopher M. Cronin(6)(10) 16,323 *
Richard I. Polanek(7)(10) 55,129 1.2
William C. Waddell(10) 56,597 1.2
Charles E. Ofenloch(8)(10)(11) 96,693 1.8
Ronald F. Stajkowski(9)(10) 104,218 1.9
All directors and executive officers
as a group (11 persons)(10) 897,076 16.0%
</TABLE>
- -------------
*Less than one percent.
(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting
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and investment power with respect to all such shares. Under Rule
13d-3(d), shares not outstanding which are subject to options,
warrants, rights or conversion privileges exercisable within 60 days
are deemed outstanding for the purpose of calculating the number and
percentage owned by such person, but are not deemed outstanding for the
purpose of calculating the percentage owned by each other person listed.
(2) Includes 37,532 shares held in trust for Anthony R. Pasquinelli's benefit
and 50,000 shares held by the Pasquinelli Family Foundation. Anthony R.
Pasquinelli's business address is 905 W. 175th Street, Homewood, Illinois
60430.
(3) Includes 37,504 shares held in trust for Bruno A. Pasquinelli's benefit
and 50,000 shares held by the Pasquinelli Family Foundation. Bruno A.
Pasquinelli's business address is 905 W. 175th Street, Homewood, Illinois
60430.
(4) Includes 67,761 shares beneficially owned by Mr. Van Winkle and his wife
and 20 shares beneficially owned by Mr. Van Winkle's daughters.
(5) Includes 2,559 shares beneficially owned by Mr. Colmar's children.
(6) Includes 4,231 shares in the Knickerbocker Roofing Pension Plan.
(7) Includes 3,008 shares beneficially owned by Mr. Polanek's wife and 45,564
shares held in trust for the benefit of Mr. Polanek and his wife.
(8) Includes 11,554 shares beneficially owned by Mr. Ofenloch and his wife
and 343 shares beneficially owned by Mr. Ofenloch's children.
(9) Includes 90,326 shares beneficially owned by Mr. Stajkowski and his wife.
(10) Includes shares of Common Stock that could be acquired through the
exercise of stock options as follows: Mr. A. Pasquinelli, 10,419 shares;
Mr. Van Winkle, 26,047 shares; Mr. Brazley, 4,361 shares; Mr. Colmar,
4,361 shares; Mr. Cronin, 7,249 shares; Mr. Polanek, 10,419 shares; Mr.
Waddell, 10,419 shares; Mr. Ofenloch, 15,687 shares; Mr. Stajkowski,
13,892 shares; and all directors and executive officers as a group,
103,484 shares.
(11) Excludes 47,198 shares of Common Stock held by the Company's Employees
Retirement and Savings Plan (the "Plan"). Messrs. Van Winkle and
Ofenloch and three other persons are members of the administration
committee of the Plan. As such, they are entitled to vote the shares of
Common Stock held by the Plan and therefore may be deemed to beneficially
own such shares.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Some of the directors, executive officers and affiliates of the
Company are, and have been during the preceding fiscal year, customers of
Beverly National Bank, and some of the directors, executive officers and
affiliates of the Company are direct or indirect owners of 10% or more of the
stock of corporations which are, or have been in the past, customers of
Beverly National Bank. As such customers, they have had transactions in the
ordinary course of business of Beverly National Bank, including borrowings,
all of which transactions are or were on substantially the same terms
(including interest rates and collateral on loans) as those prevailing at the
time for comparable transactions with nonaffiliated persons. In the opinion
of management of the Company, none of the transactions involved more than the
normal risk of collectibility or presented any other unfavorable features.
As of December 31, 1997, Beverly National Bank had $6,122,000 in loans
outstanding to the directors, executive officers and affiliates of the
Company, which amount represented 8.61% of total stockholders' equity as of
that date.
The Company purchases architectural services from Archideas, Inc., a
corporation in which Joseph A. Pasquinelli is a 20% principal. Under the
terms of the agreements between the Company and Archideas, Inc., the Company
paid Archideas, Inc. $218,000 in 1997. Joseph A. Pasquinelli is the son of
Anthony R. Pasquinelli and the nephew of Bruno A. Pasquinelli.
The Company leases its Orland Park (Will-Cook) facility from a
partnership in which Anthony R. Pasquinelli and Bruno A. Pasquinelli each
have a 14.1% partnership interest. Under the terms of the lease, which is a
triple net lease that expires in 2016, the Company paid rent of $102,000 in
1997 and will pay annual rent of $102,000 in 1998, which increases
periodically as set forth in the lease.
The Company leases its Homewood facility from a partnership in which
Anthony R. Pasquinelli and Bruno A. Pasquinelli have an indirect, minority
partnership interest. Under the terms of the lease, which expires in 2008,
the Company paid rent of $99,000 in 1997 and will pay an aggregate annual
rent of $107,200 in 1998, subject to annual increases as provided in the
lease.
During 1997, the Company purchased less than $1,250,000 of investment
securities through Smith Barney Inc. William C. Waddell, a First Vice
President of Smith Barney Inc., received aggregate commissions of less than
$33,000 in connection with these transactions.
The Company and Coldwell Banker First American each have a 50% interest
in 1st American Home Mortgage L.L.C., which was organized in 1996 to
originate mortgages for homes sold by Coldwell Banker First American. The
Company and Coldwell Banker First American each contributed $25,000 for their
interests in 1st American Home Mortgage L.L.C. Mortgages originated by 1st
American Home Mortgage L.L.C. are sold into the
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secondary market by the Company, and the consideration received for such
mortgages is passed on to 1st American Home Mortgage L.L.C. by the Company.
Mortgage originators are employed by the Company and stationed at several
offices of Coldwell Banker First American. The Company is reimbursed by 1st
American Home Mortgage L.L.C. for the cost of the mortgage originators. 1st
American Home Mortgage L.L.C. pays the Company a fee of 40 basis points for
processing each mortgage and a management fee of $2,000 per month, which was
reduced to $1,000 per month in October 1997, and pays Coldwell Banker First
American a desk fee of $500 per month per mortgage originator located in its
offices. During 1997, the Company passed on to 1st American Home Mortgage
L.L.C. $208,000 for mortgages sold into the secondary market and received
$103,000 in reimbursement for the cost of the mortgage originators, $35,000
in processing fees and $21,000 in management fees from 1st American Home
Mortgage L.L.C., while Coldwell Banker First American received $9,500 in desk
fees from 1st American Home Mortgage L.L.C. Mr. Colmar is a majority partner
and President of Coldwell Banker First American.
The following executive officers of the Company delivered full recourse
promissory notes to the Company as consideration for shares of Common Stock:
John D. Van Winkle purchased 50,000 shares of Common Stock in 1989 and
delivered a note in the principal amount of $436,000, of which $436,000
was outstanding as of December 31, 1997. The note is payable on demand
and bears interest at a rate which equals the dividend rate on the Common
Stock.
Charles E. Ofenloch purchased 50,000 shares of Common Stock in 1994
and delivered a note in the principal amount of $474,500, of which
$474,500 was outstanding as of December 31, 1997. The note is payable on
demand and bears interest at the prime rate of Beverly National Bank,
subject to a maximum rate of 9%.
John D. Van Winkle received a loan from the Company in 1996 of
$600,000, which was used to purchase Common Stock, all of which was
outstanding as of December 31, 1997. The loan is payable on demand and bears
interest at the prime rate of Beverly National Bank.
John D. Van Winkle received loans from the Company in 1997 totaling
$850,000, which was used to purchase Common Stock, all of which was
outstanding as of December 31, 1997. The loans are payable on demand and
bear interest at the prime rate of Beverly National Bank.
As of April 16, 1998, all of the foregoing notes and loans of Messrs. Van
Winkle and Ofenloch have been repaid.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on the 27th day
of April, 1998.
BEVERLY BANCORPORATION, INC.
By /s/ Anthony R. Pasquinelli
---------------------------------------
Anthony R. Pasquinelli
Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below on the 27th day of April, 1998 by the following
persons on behalf of the Registrant in the capacities indicated.
Signature Title
/s/ Anthony R. Pasquinelli Chairman of the Board and
- ----------------------------- Director
Anthony R. Pasquinelli
/s/ John D. Van Winkle President, Chief Executive
- ----------------------------- Officer and Director
John D. Van Winkle
/s/ Jeffrey M. Voss Executive Vice President, Chief
- ----------------------------- Financial Officer and Principal
Jeffrey M. Voss Accounting Officer
/s/ William E. Brazely Director
- -----------------------------
William E. Brazely
/s/ David B. Colmar Director
- -----------------------------
David B. Colmar
/s/ Christopher M. Cronin Director
- -----------------------------
Christopher M. Cronin
/s/ Richard I. Polanek Director
- -----------------------------
Richard I. Polanek
/s/ William C. Waddell Director
- -----------------------------
William C. Waddell
